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Nextdoor Holdings, Inc.

For the period ended Jun 18, 2024. Filed Apr 26, 2024.

View on SEC.gov

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 18, 2024 · Filed Apr 26, 2024

NXDR$1.96-7.5%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits

Proxy Statement Summary

Proxy Statement Summary

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement before voting.

Proposals to be Voted On and Board Voting Recommendations

Election of DirectorsOur Board is currently comprised of seven members. In accordance with our Amended and Restated Certificate of Incorporation, our Board is divided into three staggered classes of directors. We are asking our stockholders to elect one Class III director for a three-year term expiring at the 2027 annual meeting of stockholders and until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, disqualification or removal. The table below sets forth information with respect to our one nominee standing for election. The nominee is currently serving as a director. Additional information about our director nominee and his qualifications can be found under the section titled “Proposal No. 1: Election of Directors—Nominees to Our Board of Directors”.
NameAgeDirector Since
Chris Varelas60November 2021

Board Recommendation"FOR ALL NOMINEES" for this proposal

Ratification of Appointment of Independent Registered Public Accounting FirmWe are asking our stockholders to ratify the Audit and Risk Committee’s appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2024. Information regarding fees paid to Ernst & Young LLP during 2023 and 2022 can be found under the section titled “Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm—Independent Registered Public Accounting Firm Fees and Services.”

Board Recommendation"FOR" this proposal

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Proxy Statement Summary

Advisory Vote on the Compensation of our Named Executive OfficersWe are asking our stockholders to approve, on a non-binding advisory basis, the compensation of our named executive officers. Additional information about the advisory vote on the compensation of our named executive officers can be found under the section titled “Proposal No. 3: Advisory Vote on the Compensation of Our Named Executive Officers.”

Board Recommendation"FOR" this proposal

Approval of the Amendment of our Amended and Restated Certificate of IncorporationWe are asking our stockholders to approve the proposed amendment of our Amended and Restated Certificate of Incorporation to limit the liability of certain of our officers as permitted pursuant to recent amendments to Delaware General Corporation Law (the “DGCL”). Additional information about the proposed amendment can be found under the section titled “Proposal No. 4: Approval of the Amendment of our Amended and Restated Certificate of Incorporation.”

Board Recommendation"FOR" for this proposal

Key 2023 Business Highlights

At Nextdoor, our purpose is to cultivate a kinder world where everyone has a neighborhood they can rely on. Neighbors around the world turn to Nextdoor to receive trusted information, give and get help, get things done, and build real world connections with those nearby - neighbors, businesses, and public services. By fostering these connections, both online and in the real world, Nextdoor builds stronger, more vibrant, and more resilient neighborhoods.

In 2023, Nextdoor expanded our neighbor footprint while deepening engagement, further demonstrating our sustained utility and relevance for neighbors, advertisers, and organizations around the world.

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Proxy Statement Summary

Key business highlights include:

>88MGlobal Verified Neighbors142MWAU
Increasing reach: As of December 31, 2023, Nextdoor reached 88 million global Verified Neighbors. Approximately 50% of Verified Neighbors were active weekly.Strong engagement: Weekly Active Users ("WAU") reached approximately 42 million in Q4 2023, increasing 5% year-over-year and 16% on a two-year basis. Approximately 50% of WAU are active daily.
$218M2023 Total Revenue$531MCash, cash equivalents and marketable securities325K+Neighborhoods
Continued revenue growth: 2023 total revenue reached $218 million, increasing 3% year-over-year.Capitalized for the long-term: We ended 2023 with $531 million in cash, cash equivalents and marketable securities. Our strong balance sheet enables us to invest in initiatives to drive sustainable growth.Wide-reaching and global relevance: As of December 31, 2023, Nextdoor was in more than 325,000 neighborhoods globally and 1 in 3 U.S. households.

We monitor WAUs as a key operational metric to evaluate our business, measure our performance, identify trends affecting our business, formulate business plans, and make strategic decisions. Moreover, we believe revenue is the primary measure of the performance of our business, as it provides comparability against competitors and is aligned to our strategic focus on growth objectives.

Nextdoor Kind Foundation

The Nextdoor Kind Foundation (the “Foundation”), founded in 2021, was created with a mission to fund microgrants to individuals, nonprofits, and small businesses, enabling them to solve challenges and organize in their own neighborhoods and communities. The Foundation formally launched in November 2022 with the “Keep it Local Business Fund,” open to individuals, nonprofits, and small businesses who seek to support neighborhoods at the hyper-local level. As of December 31, 2023, the Foundation had awarded grants in the total amount of $200,000 to small business owners of color, in partnership with the NAACP, the largest and most pre-eminent civil rights organization in the United States, and Hello Alice, a free platform helping over one million small businesses launch and grow. The Keep it Local Business Fund is the first phase of the Foundation’s commitment to providing local grants to help neighbors strengthen their local communities. In addition to the grant, recipients will receive resources and tools to grow their business and personalized training, including on the Nextdoor platform.

1 Verified Neighbors are individuals who have joined Nextdoor and completed the verification process for their account.

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Proxy Statement Summary

Corporate Governance Practices

We are committed to good corporate governance, which strengthens the accountability of our Board of Directors and promotes the long-term interests of our stockholders. Key elements of our independent Board of Directors and leadership practices are outlined below, and discussed further in this Proxy Statement:

Board DiversityWe strive to maintain a diverse Board of Directors and ensure diversity is a factor when identifying potential new directors. 29% of our current directors are diverse and 29% of our current directors are female.Independent Board and Committee OversightA majority of our directors are independent (six out of seven current directors). Our independent directors conduct regular executive sessions.All committees of the Board of Directors are composed of independent directors.
Lead Independent DirectorIf the positions of chairperson of our Board of Directors and chief executive officer are held by the same person, our Board of Directors may, by a majority vote of our independent directors, designate a lead independent director. Our lead independent director has well-defined responsibilities that are set forth in our corporate governance guidelines.Comprehensive Risk Oversight Practices Our Audit and Risk Committee oversees our comprehensive risk oversight practices, including cybersecurity, data privacy, legal and regulatory matters, and other critical evolving areas.
Corporate Responsibility and SustainabilityOur Nominating, Corporate Governance and Corporate Responsibility Committee oversees our programs relating to corporate responsibility and sustainability, including environmental, social, and corporate governance matters.Annual Board EvaluationOur Board of Directors and committees conduct self-evaluations annually to assess performance.
Related Party TransactionsOur Board of Directors has related party transaction standards for any direct or indirect involvement of a director or other related party in the company’s business activities.Open CommunicationOur directors maintain open communication and strong working relationships among themselves and have regular access to management.
Compensation Recovery PolicyOur Board of Directors has adopted, and our Compensation and People Development Committee administers, a Compensation Recovery Policy that is applicable to our executive officers.
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Proxy Statement Summary

Our Commitment to Neighborhood Vitality

Nextdoor is a leading innovator in creating a welcoming platform that facilitates healthy neighborhood connections and conversations. The need for connection is real and lasting, and Nextdoor is a place where neighbors can naturally come together to help make their local communities better.

A neighborhood with vitality can be characterized by a strong sense of community where neighbors, businesses, and public agencies can depend on each other to exchange valuable information, goods, and services. Nextdoor is committed to developing leading-edge product technology that encourages neighborly interactions and promotes neighborhood vitality.

Product Features

In 2023, we iterated on core features that prioritize the vitality of neighborhoods on Nextdoor and in the real world, implementing updates driven by generative artificial intelligence ("AI") and machine learning to help cultivate a kinder world where everyone has a neighborhood to rely on. We also built new features to enhance the quality of engagement and increase the trust and fairness of our moderation system. We will continue to focus on product innovations that demonstrate our commitment to neighborhood vitality throughout 2024. Some of our active in-product features include:

Verification of real people and real businesses: Since Nextdoor launched in 2011, we’ve required everyone to sign up with their real names and addresses to foster mutual accountability and ensure that connections and conversations are authentic.

Kind Neighbor Pledge: Upon joining Nextdoor, all neighbors are asked to agree to our updated Kind Neighbor Pledge, which is a commitment to be helpful, treat everyone in the Nextdoor community with respect, and to do no harm. It’s an opportunity to establish norms and expectations for our platform, and encourage prosocial behavior.

Kindness Reminder and Constructive Conversations Reminder: We use a combination of human review and machine learning and predictive technology solutions, including our Kindness Reminder and Constructive Conversations Reminder, to enforce our Community Guidelines and support civility and kindness as neighbors interact through the platform. The Kindness Reminder automatically detects offensive language that may violate Nextdoor’s Community Guidelines and encourages the author to edit their content before they publish. It was the first of our core product features to introduce moments of friction aimed at slowing people down and combating bias. The Constructive Conversations Reminder expands on the Kindness Reminder by encouraging neighbors looking to join a conversation to set a more constructive tone as they reply. In 2023, in addition to giving neighbors the ability to use generative AI to help write posts that are more likely to drive positive community engagement, we integrated generative AI into the Kindness Reminder (the "AI Kindness Reminder") to suggest more constructive revisions for comments that may violate Community Guidelines. Leveraging predictive technology has enabled us to better analyze tone and context, and given us the ability to propose kinder responses to prevent misunderstandings. In 2023, 36% of neighbors who were shown the AI Kindness Reminder or the traditional Kindness Reminder prior to publishing content that could potentially violate our Community Guidelines chose to edit or withhold their content. Of those who encountered generative AI-revised text, 26% adopted the suggestion. Exposure to the Kindness Reminder and AI Kindness Reminder reduced the creation of content that violated our Community Guidelines by 15%.

Notifications for removed content and in-product appeals: In 2022, Nextdoor introduced the ability for neighbors to appeal in-app when their content was removed, and expanded in-app appeals to account suspensions in October 2023. We also added the ability for neighbors who reported content to appeal if they believe that content was erroneously upheld on the platform.

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Proxy Statement Summary

Community Guidelines and Moderation

Nextdoor’s Community Guidelines are designed to keep interactions on the platform safe and productive. They are enforced by real people who live in the local neighborhoods they moderate and are supplemented by our internal Nextdoor Operations team as well as technology, all of which work to detect three main categories of guideline-violating content:

Hurtful: Content that neighbors consider uncivil, e.g., insults, rudeness, name-calling.

Harmful: Content that Nextdoor considers fraudulent or unsafe, e.g., violent or graphic.

Other: Non-local content, spam, content posted in error.

Efforts to address guideline-violating content include:

Tools to automatically detect and report harmful content.

Product features that enable neighbors to report guideline-violating content.

Volunteer community moderators who monitor community discussions and help keep dialogue on the platform civil.

Our internal Neighborhood Operations staff of trained specialists who review content and accounts that have been flagged and take appropriate action to support the neighbors involved.

Importantly, community moderation is essential to our platform because we want neighborhoods on Nextdoor to reflect the people who live in them in the real world. Many of our neighborhoods are made up of different people with differing viewpoints — we champion that and see Nextdoor as an essential building block for creating a stronger local community that promotes constructive conversations.

Neighborhood Vitality Advisory Board

We work regularly with leading experts, including our Neighborhood Vitality Advisory Board, to iterate on our features and tools, and develop strategic research teams that further our work to create and maintain a welcoming platform.

An example of this research includes a study completed with The Justice Collaboratory at Yale Law School. The study explored whether social media platforms can be designed to encourage more civil conversations among neighbors while promoting individual and community well-being.2 The results validated one of Nextdoor’s core beliefs: that building human-centered products can positively shape the civility of conversations. Accordingly, we’ll continue to invest in quality engagement via our design and structure, enabling our platform to promote civility and other prosocial behaviors. In addition, prior to launching the AI Kindness Reminder, we collaborated with internal and external partners, including our Neighborhood Vitality Advisory Board, who focused on issues such as fine tuning the generative AI model to uphold unique local speech patterns.

Our Approach to People

Our Culture and Core Values

Community is at the heart of Nextdoor and our growing community of employees is our lifeblood. Our employees have a wide range of experiences and perspectives, which fuel our purpose to cultivate a kinder world where everyone has a neighborhood they can rely on.

Our company core values are:

Earn trust every day;

Invest in community;

Customer obsessed;

2 Journal of Online Trust and Safety. Promoting Online Civility Through Platform Architecture, September 2022.

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Proxy Statement Summary

Think big;

Experiment and learn quickly; and

Act like an owner.

We live these core values through our approach to our people practices, summarized below.

Diversity, Equity, Inclusion and Belonging

The principles of Diversity, Equity, Inclusion and Belonging (“DEIB”) are woven into the fabric of our organization and guide how we recruit, retain, and develop our talent.

Our commitment to DEIB begins at the top and is underscored by the importance of making diverse perspectives a business imperative. This is reflected in the racially diverse and gendered-balanced leaders that make up our Board of Directors, management team, and employees, and who all share in our passion for contributing to and effecting change in communities globally.

We thrive on creating a dynamic, inclusive environment that aims to support and value our employees, and contributes to our award-winning company culture. We have active and engaged Employee Resource Groups ("ERGs") that are aligned around dimensions of diversity, such as gender, ethnicity, religion, sexual orientation and other shared attributes, which we believe help foster a sense of community, and a diverse and inclusive workplace. We have equipped our ERG leaders with tools and training to engage in courageous conversations with their communities. This approach is designed to foster discussions on cultural topics that support the well-being of our employees.

We focus our global recruitment efforts on ensuring that teams and hiring managers have the opportunity to consider qualified people from historically excluded groups for open roles. Moreover, we distribute a bi-annual employment engagement survey to measure our employees’ satisfaction at Nextdoor, including employees’ perspective on our current state of workplace inclusivity.

Learning, Development, and Engagement

Our Employee Value Proposition, which articulates the value we offer to employees and the experience they can expect during their career at Nextdoor, has four core tenets:

Purpose: Employees are deeply connected to Nextdoor's purpose of creating a kinder world where everyone has a neighborhood they can rely on. They have a strong sense of pride in both the company and their individual jobs.

Opportunity: Everyone in the world is a potential neighbor and therefore the total addressable market for our platform is massive. Nextdoor is a company where employees have an opportunity to positively impact everyone on the planet. Employees at Nextdoor are motivated by this notion and are driven to create something greater than themselves and to leave a legacy that will forever improve the world.

Growth: Employees at Nextdoor are provided an opportunity for transformative growth that benefits both their own career journey and has significant impact on the company. Employees have autonomy and are empowered to do work that has an outsized impact on their career growth, their personal growth as human beings, and their ability to drive the company’s success.

Welcoming: Employees are welcomed into a friendly and kind community of colleagues. We are built in the spirit of a great neighborhood, with colleagues who are helpful and embrace collaboration. We lead with inclusivity and transparency which creates a high degree of trust.

We have a dedicated Talent Management and Development team that develops and delivers company-wide people programs and learning and development experiences to help our employees grow in their careers. The programs include performance feedback

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Proxy Statement Summary

and promotion cycles and recognition through our “Nextdoor Values Awards.” Our learning and development experiences focus on onboarding new hires as well as offering workshops focused on skills development and compliance training.

We are committed to making Nextdoor the best place to work by engaging with, and listening to, our community of employees. We maintain ongoing connection with our team members through regular all hands meetings, our speaker series, and bi-annual engagement surveys.

Compensation, Benefits and Perks

We provide employees with competitive compensation packages that include base salaries, sales commissions for certain employees, and equity awards. Additional benefits programs (which vary by country and region) include a 401(k) Plan with a company match, healthcare, vision, and dental insurance benefits, health savings and flexible spending accounts, flexible paid time off, parental leave, and other benefits tailored to the specific needs of our employees such as family forming, caregiving and mental health resources. We also support and encourage our employees to give back to our communities by giving each employee “Volunteer Time Off” to dedicate to the causes that matter most to them. We continue to review and update our compensation and benefits programs.

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Proxy Statement for the 2024 Annual Meeting of StockholdersNEXTDOOR HOLDINGS, INC.420 Taylor StreetSan Francisco, California 94102April 26, 2024
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.